Gujarat High Court
Speciality vs Respondent(S) on 12 August, 2008
Author: C.K.Buch
Bench: C.K.Buch
Gujarat High Court Case Information System
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COMA/449/2008 5/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 449 of 2008
=========================================================
SPECIALITY
PAPERS LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR.P
B SHARMA for
Applicant(s) : 1,
None
for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE C.K.BUCH
Date
: 12/08/2008
ORAL
ORDER
Heard Mr. P.B. Sharma, learned counsel appearing for the applicant company.
Considering the nature of reliefs, it is hereby ordered that:-
[1] A meeting of the equity shareholders of Speciality Papers Limited, the petitioner company be convened and held at Morai village, N.H. No.8, Vapi-396 191, District-Valsad, Gujarat, on Monday, 15th day of September, 2008 at 10.30 a.m. For the purpose of considering, and if, thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of Reliable Paper [India] Limited, the First Transferor Company, Open Paper Mill Limited, the Second Transferor Company and Prime Hygiene Papers Private Limited, the Third Transferor Company with Speciality Papers Limited, the petitioner/Transferee Company.
[2] That a meeting of the Secured Creditors of Speciality Papers Limited, the petitioner company, be convened and held at Morai Village, N.H. No.8, Vapi-396191, District-Valsad, Gujarat, on Monday, 15th day of September, 2008 at 11.00 a.m. For the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of Reliable Paper [India] Limited, the First Transferor Company, Opel Paper Mill Limited, the Second Transferor Company and Prime Hygiene Papers Private Limited, the Third Transferor company with Speciality Paper Limited, the petitioner/Transferee Company.
[3] That a meeting of Unsecured Creditors of Speciality Papers Limited, the petitioner Company, be convened and held at Morai Village, N.H.No.8, Vapi-396191, District-Valsad, Gujarat, on Monday, 15th day of September, 2008 at 11.30 a.m. for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of Reliable Paper [India] Limited, the First Transferor Company, Opel Paper Mill Limited, the Second Transferor Company and Prime Hygiene Papers Private Limited, the Third Transferor Company with Speciality Papers Limited, the petitioner/Transferee Company.
[4] That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the petitioner Company as aforesaid and/or at the office of its advocates M/s. Pankajkumar B. Sharma, 311, 3rd floor, Shaswat Arcade,Bhulabhai Cross Road, Opp. BOB, Gita Mandir Road, Kankaria, Ahmedabad-380 022, shall be published one each in ?SWestern Times?? in English and ?SWestern Times?? in Gujarati, both having circulation in Gujarat. Publication of notice in the Gujarat Government Gazette is dispensed with.
[5] That in addition, at least, 21 clear days before the meeting to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Pre-paid letter post under Certificate of Posting addressed to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors at their respective registered or last known addresses.
[6] That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The petitioner company undertakes to:-
[i] issue Notice convening meeting of the shareholders as per Form No. 36 [Rule 73] [ii] issue Form of Proxy as per Form No. 37 [Rule 73] [iii]advertise the Notice convening meeting as per Form No. 38 [Rule 74].
[iv]issue statement containing all the particulars as per Section 393 of the Companies Act, 1956.
[7] That Mr. Mekan J. Gala, Director of the petitioner Company, failing him, Mr. Darshak M. Gala, Director of the petitioner Company, failing him, Mr. Hemant M. Belge, Director of the petitioner Company is appointed as Chairman of the above meetings to be held at Morai Village, N.H. No. 8, Vapi-396 191, District-Valsad, Gujarat, on Monday, 15th day of September, 2008 at 10.30 a.m., 11.00 a.m. And 11.30 a.m respectively or any adjournment or adjournments thereof.
[8] The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Company [Court] Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme/Resolution, if any, proposed at the meeting by any person[s].
[9] That quorum for the aforesaid meeting of the Equity Shareholders shall be
2 Equity Shareholders present in person.
[10] That quorum for the aforesaid meeting of the Secured Creditors shall be 3 Secured Creditors present in person or proxy or through authorized representative.
[11] That quorum for the aforesaid meeting of the Unsecured Creditors shall be 3 Unsecured Creditors present in person or proxy or through authorized representative.
[12] That voting by proxy or authorized representative be permitted, provided that a proxy or authorization in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the present petitioner company at its registered office at Morai Village, N.H. No.8, Vapi-396191, District-Valsad, Gujarat, not later than 48 hours before the meetings as provided under Rule 70 of the Company [Court] Rules, 1959.
[13] That the value of the Equity Shareholders, Secured Creditors and Unsecured Creditors shall be in accordance with the books of the petitioner Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meetings.
[14] That the Chairman appointed for the meetings do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit.
3. In view of the above, the Company Application No. 449 of 2008 is hereby disposed of.
[C.K. BUCH, J.] pirzada/-
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